Business Terms

1. Definitions

1.1 FLEXSHFT: FLEXSHFT Limited (Company No. 16932031), First Floor, Swan Buildings 20, Swan Street, Manchester, M4 5JW (“FLEXSHFT”, “we”, “us”, “our”). Contact: info@flexshft.co.uk.

1.2 Business Client / Business / You: the company, partnership, sole trader, or other entity registered as a business account on the Platform and accepting these Terms.

1.3 Contractor: an independent self-employed professional registered on the Platform.

1.4 SHFT: a discrete short-term commercial engagement posted by the Business Client on the Platform.

1.5 SHFT Confirmation: the point at which a Business Client and Contractor mutually confirm a SHFT engagement through the Platform.

1.6 Per-SHFT Engagement Terms: the terms set out in clause 5A of these Business Terms that apply to each individual SHFT engagement between the Business Client and the Contractor, effective from the point of SHFT Confirmation. These terms constitute the binding commercial framework for each discrete SHFT until the Platform introduces a standalone Per-SHFT Engagement Termsor Agreement.

1.7 Platform: the FLEXSHFT technology marketplace, including the business web dashboard, worker mobile application, and all associated infrastructure.

1.8 Commission: the platform fee charged to Business Clients on each completed SHFT, displayed before SHFT posting.

1.9 Introduction Fee: the fee payable by the Business Client to FLEXSHFT upon a successful permanent hire introduction via the Perfect Match function.

1.10 Indemnified Parties: FLEXSHFT Limited and its shareholders, directors, officers, employees, agents, successors, and assigns.

2. Nature of the Commercial Relationship

2.1 FLEXSHFT is a technology marketplace facilitator only. It is not an employment agency, employment business, staffing company, or employer. FLEXSHFT does not supply workers, employ Contractors, or exercise direction or control over how Contractors perform their services. FLEXSHFT facilitates introductions between independent self-employed Contractors and Business Clients and provides the Platform infrastructure through which those parties enter into direct commercial engagements.

2.2 Each SHFT Confirmation creates a discrete, standalone commercial engagement between you and the Contractor on the Per-SHFT Engagement Terms set out in clause 5A of these Business Terms. FLEXSHFT facilitates the Confirmation but is not a party to the engagement. Any contractual, commercial, or legal relationship arising from a SHFT engagement is exclusively between you and the Contractor.

2.3 Contractors engaging through the Platform do so as genuinely self-employed independent professionals operating their own businesses. They are not employees, workers, or agents of FLEXSHFT or of you as a result of engaging through the Platform.

2.4 You are solely and exclusively responsible for your own compliance with all applicable laws, regulations, and obligations arising from your engagement of Contractors through the Platform. Nothing in these Terms, the FLEXSHFT Terms of Service, or any other FLEXSHFT document constitutes legal advice to you.

2.5 Employment status — your responsibility to understand. You acknowledge that: (a) Contractors register on the Platform as self-employed independent professionals; (b) the legal characterisation of any engagement between you and a Contractor is determined by the substance of the working arrangement between you, not by its label; (c) the degree of control you exercise over a Contractor during a SHFT, and any pattern of repeat engagements between you and the same Contractor, may be relevant to the legal characterisation of that relationship; and (d) you are solely responsible for managing your engagements with Contractors in a manner consistent with your intended characterisation of the relationship, and for all consequences that arise if a court, tribunal, or regulatory authority determines a different characterisation applies. FLEXSHFT does not advise on, monitor, or accept responsibility for the employment status of any Contractor in relation to your business.

2.6 No control by FLEXSHFT. FLEXSHFT does not direct, instruct, supervise, or monitor the work performed by Contractors. FLEXSHFT does not set, recommend, influence, approve, or determine pay rates beyond the minimum pay floor, hours of work, working conditions, dress codes, performance standards, or methods of work. The manner in which services are delivered during any SHFT is exclusively a matter between you and the Contractor.

3. Registration and Eligibility

3.1 To register as a Business Client you must: be a legally constituted business entity operating in the United Kingdom; hold valid employer’s liability insurance or public liability insurance covering independent contractors engaged at your premises; have authority to bind your organisation to these Terms; and provide accurate, complete, and current registration information including company legal name, Companies House registration number where applicable, business address, contact details, and invoicing information.

3.2 You must update your registration information within 14 days of any material change, including any change to your insurance status or business structure. You are responsible for the security of your account credentials and for all activity under your account.

3.3 Promotional use. By registering, you grant FLEXSHFT a non-exclusive, royalty-free licence to use your company name, logo, and brand for promotional purposes in connection with the Platform, including on the FLEXSHFT website, in marketing materials, and in case studies. You may withdraw this permission at any time by contacting info@flexshft.co.uk, and withdrawal will take effect within 30 days.

4. Posting SHFTs

4.1 All SHFTs posted on the Platform must comply with the following:

• Minimum pay floor: the SHFT rate must meet or exceed FLEXSHFT’s minimum pay floor, set at the National Living Wage applicable to the Contractor’s age band as amended from time to time. This is a platform integrity requirement. You remain solely responsible for ensuring your pay rates are lawful.
• Health and safety information: the Health and Safety Information field must be completed and populated before the SHFT can be submitted. You are responsible for the accuracy and adequacy of all health and safety information you provide.
• Accuracy: all role descriptions, hours, locations, and rates must be accurate at the time of posting.
• Lawfulness: SHFTs must not require any unlawful activity.

4.2 Where a SHFT requires the Contractor to hold a specific qualification or licence — including without limitation an SIA licence, Personal Licence, or food hygiene certificate — you must specify this in the SHFT description. You are solely responsible for verifying that any Contractor you engage holds the required credentials before the SHFT commences. FLEXSHFT’s display of Contractor credential data is provided as a facilitation service only.

4.3 All SHFTs posted must be genuine commercial engagements. You must not use the Platform to recruit for permanent employment positions under the guise of SHFT postings.

4.4 You acknowledge FLEXSHFT operates a FLEXSHFT Pro subscription giving subscribing Contractors a 15-minute early SHFT notification window. This is a platform timing feature only and has no impact on your obligations or the terms of any SHFT engagement.

5. SHFT Confirmation

5.1 At SHFT Confirmation you will be presented with a confirmation screen setting out the key terms of the specific engagement — including the role, venue, date, contracted hours, agreed commercial hourly rate, and a summary of your obligations under clause 5A. You must actively confirm acceptance of those terms before the SHFT is finalised. Your confirmation is timestamped and stored against your Business account.

5.2 The Contractor must also actively accept the SHFT before it is confirmed. The Contractor’s acceptance is timestamped and stored against their account.

5.3 Together, your confirmation and the Contractor’s acceptance constitute a binding commercial agreement between you and the Contractor on the Per-SHFT Engagement Terms in clause 5A. FLEXSHFT is not a party to that agreement. Any dispute regarding the performance of a SHFT is a matter between you and the Contractor.

5.4 The SHFT Confirmation and both acceptance timestamps are stored against the SHFT record and are accessible to both parties from their account settings.

5A. Per-SHFT Engagement Terms

The following terms apply to each individual SHFT confirmed on the Platform and govern the direct commercial engagement between you and the Contractor for that specific SHFT. They apply afresh on every SHFT Confirmation and constitute the binding framework for the engagement in the absence of a standalone Per-SHFT Engagement Termsor Agreement.

5A.1 Nature of the engagement. The engagement created by each SHFT Confirmation is:

• for the specific role, venue, date, contracted hours, and agreed commercial rate confirmed at SHFT Confirmation
• a discrete, standalone commercial engagement that terminates automatically upon completion of the SHFT
• subject to no obligation on either party to offer or accept further SHFTs
• not creating any employment, worker, agency, or other non-commercial relationship between you and the Contractor

5A.2 No mutuality of obligation. You are under no obligation to offer the Contractor further SHFTs following completion of any engagement. The Contractor is under no obligation to accept any future SHFT you may offer. There is no mutuality of obligation between you and the Contractor beyond the specific SHFT confirmed.

5A.3 Self-employment confirmation. By confirming a Contractor for a SHFT, you acknowledge that:

• the Contractor is engaged as a genuinely self-employed independent professional for that SHFT only
• no employment, worker, or agency relationship exists between you and the Contractor as a result of any SHFT engagement
• the Contractor retains the right to work for other businesses and platforms at any time including on the same date as any SHFT they work for you
• you are not responsible for the Contractor’s tax, National Insurance, or any other fiscal obligation

5A.4 Payment obligation. By confirming a SHFT, you accept an obligation to pay the Contractor the total amount confirmed in the post-SHFT payment summary within 7 days of both parties confirming that summary. Payment is calculated on actual hours worked at the agreed hourly rate. The following scenarios apply:

• Contractor leaves early by their own choice: payment is calculated on actual hours worked only at the agreed hourly rate. The Contractor’s decision to leave early is their own commercial choice.
• You terminate the SHFT early: the full contracted amount for the agreed hours remains payable regardless of actual hours worked. You may not reduce the payment owed by terminating the engagement early.
• Extension by mutual agreement: if the Contractor agrees to work beyond the contracted hours, both parties confirm the extension via the Platform. Payment for additional hours is at the same agreed hourly rate, rounded to the nearest 30 minutes.

5A.5 Right of substitution. The Contractor has a genuine and exercisable right to arrange for a suitably qualified substitute to perform any SHFT in their place. The substitute must hold all required qualifications and licences for the role and must have provided satisfactory evidence of their right to work in the United Kingdom to the Contractor. You may decline a proposed substitute only on the grounds that the substitute does not hold a required qualification or licence. You may not decline a substitute on grounds of any protected characteristic under the Equality Act 2010.

5A.6 Your obligations per SHFT. For each confirmed SHFT you must:

• provide a safe working environment and communicate all relevant health and safety information to the Contractor before commencement
• treat the Contractor with dignity and respect and not subject them to less favourable treatment on grounds of any protected characteristic
• not retain, copy, or store the Contractor’s personal data beyond the conclusion of the engagement
• comply with all applicable laws in connection with the engagement, including health and safety, equality, and immigration law
• verify that the person attending the SHFT is the same individual whose profile you confirmed on the Platform

5A.7 These Per-SHFT Engagement Terms will be superseded when the Platform introduces a standalone Per-SHFT Business to Self-Employed Contractor Agreement generated automatically at SHFT Confirmation. You will be notified when this feature is deployed and these Terms will be updated accordingly.

6. Payments

6.1 All Contractor payments are processed via Stripe Connect. Payment flows directly from your connected Stripe account to the Contractor’s linked account. FLEXSHFT does not hold, custody, or intermediate Contractor funds. FLEXSHFT stores transaction IDs, amounts, and payment status only.

6.2 You must pay the total amount confirmed in the post-SHFT payment summary within 7 days of both parties confirming that summary. Non-payment within this period is a material breach of these Terms. FLEXSHFT will display a payment countdown and send automated reminders at days 5, 6, and 7 post-confirmation. Failure to pay by day 7 will result in automatic suspension of your ability to post new SHFTs until payment is resolved.

6.3 Commission is charged to you on each completed SHFT at the rate displayed at the time of SHFT posting. Commission is charged to you only and is not deducted from the Contractor’s agreed commercial rate. The commission rate applicable to any SHFT is the rate in force at the time the SHFT is posted. FLEXSHFT reserves the right to revise commission rates on 30 days’ written notice.

6.4 You must not make any deduction from the Contractor’s agreed rate other than as expressly set out in the Per-SHFT Engagement Terms.

6.5 Deemed-agreed payment confirmation. Following SHFT completion, FLEXSHFT will present both parties with a post-SHFT payment summary based on actual hours worked as recorded by the Platform’s check-in and check-out system. You have 7 days to confirm, dispute, or submit a counter-proposal via the Platform. If you do not confirm or dispute the payment summary within 7 days and have not submitted a counter-proposal, the hours and amount recorded by the Platform are deemed agreed by you and payment is processed on that basis. A counter-proposal submitted by either party initiates a further 7-day response window. If no agreement is reached within the dispute resolution period, FLEXSHFT’s dispute resolution process applies.

6.6 Interest on late payment. Without prejudice to any other remedy, if any sum due from you under these Terms is not paid by the due date, interest will accrue on the overdue sum from the due date until the date of actual payment — whether before or after judgment — at the rate of 4% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Right to Work

7.1 FLEXSHFT conducts identity and right-to-work verification on Contractors via Sumsub as a platform integrity measure. This does not constitute a right-to-work check by you, does not discharge your statutory obligations under the Immigration, Asylum and Nationality Act 2006, and does not provide you with a statutory excuse against liability for engaging an illegal worker. You are solely responsible for conducting your own compliant right-to-work check on each Contractor before they commence any SHFT.

7.2 Practical attendance verification. As FLEXSHFT is not present on-site, you should have a process in place to verify that the person who arrives to carry out the SHFT is the same individual whose profile you confirmed on the Platform. FLEXSHFT accepts no liability for any loss arising from a failure to verify the identity of any person attending your premises.

7.3 You must not engage any Contractor whose right-to-work status has expired or who has disclosed a visa restriction that would be breached by the engagement. You shall indemnify the Indemnified Parties against any fines, penalties, sanctions, or liabilities arising from your failure to conduct compliant right-to-work checks.

8. Cancellation

8.1 Where you cancel a confirmed SHFT, cancellation compensation is payable to the Contractor as a commercial term of the Per-SHFT Engagement Terms:

8.2 Agreed contracted SHFT value means the maximum payment for the full contracted hours at the agreed hourly rate, as set out in the Per-SHFT Engagement Terms. Cancellation compensation is a commercial contractual term only. It is processed via the Platform within 7 days of cancellation.

8.3 Where you terminate a SHFT early — asking the Contractor to leave before the contracted end time at your request rather than the Contractor’s choice — the full contracted SHFT value remains payable under the Per-SHFT Engagement Terms unless otherwise agreed by both parties via the Platform’s post-SHFT payment confirmation mechanism.

9. Business Client Content and Conduct

9.1 Content you post on the Platform — including SHFT descriptions, venue information, health and safety information, uniform standards, and business profile content — must be accurate, lawful, and clearly attributable to you as the Business Client, not to FLEXSHFT.

9.2 You must not post content that: constitutes a career pathway or progression scheme tied to FLEXSHFT’s scoring metrics; implies an obligation on Contractors to accept future SHFTs with you; promises or implies guaranteed access to permanent employment; or creates the impression that FLEXSHFT employs, manages, supervises, or controls Contractors.

9.3 You must select Contractors solely on the basis of SHFT-relevant skills, experience, qualifications, and availability. You must not select or reject Contractors on grounds of any protected characteristic under the Equality Act 2010. FLEXSHFT reserves the right to suspend Business accounts where a pattern of discriminatory selection is identified.

9.4 No algorithmic weighting of ratings. FLEXSHFT does not use FlexScore ratings, Reliability Score bands, or any other platform-generated data to rank, prioritise, deprioritise, promote, demote, or otherwise algorithmically influence the visibility of Contractors to Business Clients, other than through the Match Fit algorithm. Match Fit is based solely on stated skills, availability, location, and SHFT history. It does not incorporate FlexScore, Reliability Score band, video presence, photo presence, credential upload status, or any characteristic that could constitute a proxy for a protected characteristic under the Equality Act 2010. Each Business Client makes its own independent selection of Contractors for each SHFT.

9.5 FLEXSHFT reserves the right to remove any content that is misleading, unlawful, or inconsistent with the Platform’s marketplace model, without notice. Persistent breach of this clause is grounds for account suspension.

10. Perfect Match — Permanent Hire Introduction

10.1 If you wish to engage a Contractor on a permanent or ongoing basis following SHFTs together, you must do so through the FLEXSHFT Perfect Match function on the Platform.

10.2 An introduction fee is payable to FLEXSHFT upon a successful permanent hire introduction. The applicable fee is the fee published on the Platform at the date the permanent offer is made. You must confirm acceptance of the applicable introduction fee before the Perfect Match process can proceed.

10.3 The introduction fee is triggered where you engage, employ, or enter into any ongoing arrangement with a Contractor introduced via the Platform within 6 months of the date of your most recent SHFT together — or, where no SHFT was completed, within 6 months of the date of first Platform interaction between you and that Contractor.

10.4 You must notify FLEXSHFT at info@flexshft.co.uk within 14 days of any such arrangement commencing. The introduction fee is payable within 30 days of it becoming due. Failure to notify FLEXSHFT or to pay the introduction fee within 30 days is a material breach of these Terms and interest on the outstanding fee will accrue at the rate in clause 6.6 from the date it became payable.

10.5 You must not engage, directly or indirectly, any Contractor introduced through the Platform outside the Platform within 6 months of your most recent SHFT or Platform interaction together, without paying the introduction fee in clause 10.2. This restriction applies to all forms of engagement including employment, consultancy, self-employment, zero-hours arrangements, and any other structure.

10.6 Contractors owe no obligation to FLEXSHFT in respect of the introduction fee. The obligation is yours alone as the Business Client.

11. Legal Compliance and Indemnity

11.1 Your Sole Responsibility for Legal Compliance

You are solely and exclusively responsible for your own compliance with all laws, regulations, and obligations applicable to your engagement of Contractors through the Platform. This includes without limitation:

• All applicable employment law including the Employment Rights Act 1996, the Equality Act 2010, and regulations made under them
• All applicable tax law including PAYE, National Insurance, and VAT obligations to the extent they apply to your business
• All applicable health and safety legislation including the Health and Safety at Work Act 1974 and all regulations made thereunder
• All applicable immigration law including right-to-work obligations under the Immigration, Asylum and Nationality Act 2006
• All applicable data protection law including UK GDPR and the Data Protection Act 2018
• All applicable sector-specific regulatory requirements applicable to your business and premises
• Any obligation arising under the Agency Workers Regulations 2010, the Conduct of Employment Agencies and Employment Businesses Regulations 2003, the Employment Rights Act 2025, the Working Time Regulations 1998, or any other legislation that may apply to the engagement of Contractors at your premises

FLEXSHFT does not advise on, monitor, or accept responsibility for your compliance with any of the above.

11.2 Indemnity

You shall fully and unconditionally indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, and expenses — including reasonable legal fees on a full indemnity basis — arising from or connected with:

(a) Employment and worker status claims: any claim, tribunal application, or legal proceedings brought by any Contractor or third party asserting that a Contractor is or was an employee, worker, or agency worker of FLEXSHFT or of you as a result of any engagement facilitated through the Platform, including any claim for backdated pay, holiday pay, unfair dismissal, discrimination, or any other employment-related remedy;

(b) Regulatory non-compliance: your failure to comply with any applicable law or regulation in connection with your use of the Platform or your engagement of Contractors, including employment law, tax law, health and safety law, immigration law, data protection law, and equality law;

(c) Your content: any claim arising from content you post on the Platform including SHFT descriptions, venue information, uniform policies, health and safety information, career pathway content, reviews, or any other content posted by you or under your account;

(d) Contractor harm: any claim by a Contractor arising from your acts or omissions during or in connection with a SHFT, including personal injury, harassment, discrimination, failure to provide a safe working environment, failure to pay, or breach of the Per-SHFT Engagement Terms in clause 5A;

(e) Introduction fee evasion: any costs incurred by FLEXSHFT in recovering an unpaid introduction fee or enforcing the non-introduction restriction at clause 10.5, including legal costs on an indemnity basis;

(f) Misrepresentation: any claim arising from inaccurate, misleading, or fraudulent information provided by you during registration or in any SHFT posting;

(g) Data breach: any regulatory fine, ICO enforcement action, or third-party claim arising from your failure to comply with data protection law in respect of Contractor personal data you access through the Platform;

(h) Third-party claims: any claim by a customer, visitor, third party, or regulatory authority arising from the acts or omissions of a Contractor working at your premises, where that claim is connected to your failure to discharge your own legal obligations as the engaging party;

(i) ERA 2025 and AWR liability: any obligation, liability, fine, or claim arising under the Employment Rights Act 2025 or the Agency Workers Regulations 2010 in connection with Contractors you have engaged through the Platform.

11.3 Conduct of Claims

Where any claim is brought against an Indemnified Party for which indemnification may be sought under clause 11.2, FLEXSHFT shall notify you promptly in writing and give you reasonable opportunity to participate in the defence of that claim at your cost. FLEXSHFT shall not settle any such claim without your prior written consent, not to be unreasonably withheld. Your indemnity obligation is not reduced by any contributory act or omission of any Indemnified Party except where that act or omission is the sole and direct cause of the loss.

11.4 Survival

The indemnity obligations in clause 11 survive termination or expiry of these Terms indefinitely.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, FLEXSHFT is not liable for: any loss or damage arising from acts or omissions of any Contractor; any indirect, consequential, special, or punitive loss or damage; any loss of profit, revenue, business, goodwill, or data; any regulatory, tax, or legal compliance failure by you; any claim arising from the engagement between you and a Contractor.

12.2 FLEXSHFT’s total aggregate liability to you in respect of any claim arising under or in connection with these Terms shall not exceed the greater of: (a) the total commission paid by you to FLEXSHFT in the 6 months immediately preceding the claim; or (b) £500.

12.3 Nothing in these Terms excludes or limits FLEXSHFT’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other matter that cannot lawfully be excluded or limited.

13. Data Protection

13.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in connection with personal data processed in relation to these Terms.

13.2 FLEXSHFT will process your personal data and that of your account holders in accordance with its Privacy Policy, available within the Platform.

13.3 Where you receive personal data relating to Contractors through the Platform — including profile data, FlexScore, Reliability Score, and verification status — you must process such data only for the purposes of evaluating and engaging Contractors for SHFTs. You must not retain, copy, download, or store any Contractor personal data beyond the duration of the specific SHFT engagement for which the Contractor was evaluated or engaged. Contractor credential documents are rendered as view-only within the Platform — no download or export functionality is available.

13.4 You are an independent data controller in respect of any Contractor personal data you process. FLEXSHFT accepts no liability for any breach of data protection law by you.

14. Anti-Bribery and Financial Crime

14.1 You shall comply with all applicable anti-bribery, anti-corruption, and financial crime legislation, including the Bribery Act 2010, the Criminal Finances Act 2017 (including the corporate criminal offences of failure to prevent facilitation of UK tax evasion and foreign tax evasion under sections 45 and 46), the Proceeds of Crime Act 2002, and the Economic Crime and Corporate Transparency Act 2023.

14.2 You must not use the Platform to make or receive payments that constitute money laundering, tax evasion, bribery, or corruption in any form. You must not engage any Contractor in circumstances that would constitute facilitation of tax evasion.

14.3 You shall maintain adequate procedures designed to prevent any person associated with you from committing a tax evasion facilitation offence under the Criminal Finances Act 2017. On request, you shall provide FLEXSHFT with such evidence of your anti-bribery and financial crime compliance procedures as FLEXSHFT may reasonably require.

14.4 Breach of this clause is grounds for immediate account suspension and termination without liability to you.

15. Force Majeure

15.1 FLEXSHFT shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond FLEXSHFT’s reasonable control, including: acts of God; fire, flood, storm, or other natural disaster; epidemic or pandemic; war, terrorism, or civil disorder; industrial action; failure or interruption of telecommunications networks, power supplies, or internet connectivity; failure of third-party service providers including Stripe, Sumsub, AWS, or Firebase; or any act or omission of any governmental or regulatory authority.

15.2 FLEXSHFT will notify you as soon as reasonably practicable of any force majeure event affecting its ability to perform and will use reasonable endeavours to resume normal service as soon as possible. If the force majeure event continues for more than 30 days, either party may terminate these Terms on 7 days’ written notice without liability, save that termination does not affect any accrued rights or outstanding payment obligations.

16. Platform Availability

16.1 The Platform is provided on an “as is” and “as available” basis. FLEXSHFT makes no warranty or representation as to the continuous, uninterrupted, or error-free availability of the Platform.

16.2 FLEXSHFT may temporarily suspend access to the Platform for scheduled or emergency maintenance without notice where reasonably necessary. FLEXSHFT will use reasonable endeavours to minimise the duration of any suspension and to notify Business Clients in advance of planned maintenance windows.

16.3 FLEXSHFT reserves the right to modify, suspend, or discontinue any feature or functionality of the Platform at any time on reasonable notice. Where FLEXSHFT discontinues a material feature, it will provide not less than 30 days’ notice.

17. Suspension and Termination

17.1 FLEXSHFT may suspend your account immediately and without notice if you: fail to pay a Contractor within the period specified in clause 6.2; fail to confirm a payment summary within the deemed-agreed period in clause 6.5; breach the prohibited conduct provisions in clause 9; post content creating legal or regulatory risk; fail to pay an introduction fee within 30 days of it becoming payable; engage in anti-bribery or financial crime breaches under clause 14; or are suspected of fraud or unlawful activity.

17.2 FLEXSHFT may terminate your account on 14 days’ written notice for any reason, or immediately in the circumstances described in clause 17.1.

17.3 Termination does not affect any rights or obligations accrued prior to termination, including outstanding payment obligations, introduction fee obligations, interest obligations, and indemnity obligations.

17.4 You may close your account at any time by contacting info@flexshft.co.uk, subject to settlement of all outstanding payment obligations.

18. Changes to These Terms

FLEXSHFT may update these Terms from time to time. Where we make material changes, we will notify you by email or in-platform notification at least 14 days before the changes take effect. If Terms are updated, you will be required to accept the new version on next login before accessing SHFT features. The version accepted by you at the time of acceptance is stored against your account with a timestamp.

19. General

19.1 Entire agreement: these Terms, together with the FLEXSHFT Terms of Service and any applicable subscription agreement, constitute the entire agreement between you and FLEXSHFT in relation to your use of the Platform as a Business Client. They supersede all prior communications, representations, and agreements on the same subject matter.

19.2 Governing law: these Terms are governed by and construed in accordance with the laws of England and Wales. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

19.3 Pre-action protocol: before commencing any legal proceedings, you agree to attempt to resolve any dispute informally by contacting info@flexshft.co.uk. FLEXSHFT will endeavour to respond within 14 working days.

19.4 Severance: if any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

19.5 Waiver: failure by FLEXSHFT to enforce any provision does not constitute a waiver of the right to enforce it in future.

19.6 Assignment: you may not assign or transfer any rights or obligations under these Terms without FLEXSHFT’s prior written consent. FLEXSHFT may assign its rights and obligations under these Terms on notice to you.

19.7 Notices: notices under these Terms shall be in writing and sent by email to info@flexshft.co.uk (for FLEXSHFT) and to the email address registered on your account (for you), or such other address as may be notified in writing.

Acceptance

By registering a Business account and accepting these Terms, you confirm that you have read, understood, and agree to be bound by these Business Terms in full. Your acceptance is recorded with a timestamp against your account.

I confirm I have read and accept the FLEXSHFT Business Terms in full, including the Per-SHFT Engagement Terms in clause 5A which will apply to every SHFT I confirm on the Platform. I acknowledge I am solely responsible for my own legal compliance in connection with any Contractor I engage through the Platform, and I accept the indemnity obligations in clause 11. I understand that the legal characterisation of my working relationship with any Contractor is determined by the substance of that relationship, not by its label, and that FLEXSHFT accepts no responsibility for that characterisation.